EURONEXT_Registration_Document_2017

CORPORATE GOVERNANCE

Management & Control Structure

2.2.4 SUPERVISORY BOARD Euronext has a two-tier governance structure with a Supervisory Board and a Managing Board. The governance arrangements of the Supervisory Board described in this section are based on,among other things, Dutch law, Euronext’s Articles of Association and the rules of procedures for the Supervisory Board. These arrangements include additional provisions and modifications agreed with the Euronext College of Regulators designed to ensure the long-term stability and autonomy of Euronext and curb possible disproportionate levels of influence that large shareholders may have on it. Responsibilities The Supervisory Board is responsible for the supervision of the activities of the Managing Board and the supervision of the general course of the business of Euronext. The Supervisory Board may on its own initiative provide the Managing Board with advice and may request any information from the Managing Board that it deems appropriate. In performing their duties, the members of the Supervisory Board must Act in the interests of Euronext and those of its business. The Supervisory Board is collectively responsible for carrying out its duties. Appointment and Dismissal Members of the Supervisory Board are appointed by the General Meeting (i) in accordance with a proposal of the Supervisory Board or (ii) from a binding nomination to be drawn up by the Supervisory Board , with due observance of the profile ( profielschets ) for the size and the composition of the Supervisory Board adopted by the Supervisory Board and reviewed annually. The profile sets out the scope and composition of the Supervisory Board, taking into account the nature of the business, its activities, and the desired expertise, experience, diversity and independence inmatters of capital markets in general and in particular in the areas of finance, economics, human resources and organisation, information technology and data processing, legislation and regulation, legal matters and compliance. The Articles of Association of Euronext provide that each member of the Supervisory Board is appointed for a maximum period of four years provided that unless such member of the Supervisory Board has resigned or is removed at an earlier date or unless otherwise specified in the relevant proposal for appointment, his or her term of office shall ultimately lapse immediately after the day of the first General Meeting to be held during the fourth year after the year of his or her appointment. An appointment can be renewed for a term of up to four years at a time. The General Meeting may suspend or dismiss a member of the Supervisory Board at all times. The Supervisory Board can make a proposal for the suspension or dismissal of a member of the Supervisory Board . If the suspension or dismissal occurs in accordance with a proposal thereto by the Supervisory Board, a resolution of the General Meeting for suspension or dismissal of a member of the Supervisory Board requires an absolute majority of the votes cast. However, such resolution of the General Meeting requires a majority of at least two-thirds of the votes cast representing more than one third of the outstanding and issued share capital, if the suspension or dismissal does not occur in accordance with a proposal by the Supervisory Board.

Responsibility for this Registration Document The entity responsible for the Registration Document is Euronext N.V.. The Company declares that, having taken all reasonable care to ensure that such is the case, the information contained in the Registration Document is, to the best of the Company’s knowledge, in accordance with the facts and contains no omission likely to affect its import. Euronext N.V. is represented by: Stéphane Boujnah, Chief Executive Officer. As required by section 5:25c paragraph 2(c) of the Dutch Financial Supervision Act, each of the signatories hereby confirms that to the best of his or her knowledge:  the Euronext N.V. 2017 Annual Accounts give a true and fair view of the assets, liabilities, financial position and profit or loss of Euronext N.V. and the enterprises included in the consolidation taken as a whole; and  the Euronext N.V. 2017 Annual Report gives a true and fair view of the position at the balance sheet date, the development and performance of the business during the financial year 2017 of Euronext N.V. and the enterprises included in the consolidation taken as a whole, together with a description of the principal risks Euronext N.V. is being confronted with. In Control statement In accordance with best practice provision 1.4.3 of the Dutch Corporate Governance Code, Euronext’s Managing Board is of the opinion that, in respect of financial reporting risks, the internal risk management and control system, as described in 2.2.1.1 “Risk management” and 2.2.1.2 “Internal control” (i) provides a reasonable level of assurance that the financial reporting in this Registration Document does not contain any errors of material importance, and (ii) has worked properly during the financial year 2017. The Managing Board has assessed the risk profile and the design and operating effectiveness of the risk management and control systems; this was discussed with the Audit Committee of the Supervisory Board. The Managing Board declares that it is justified that the financial reporting is prepared on a going concern basis; and that this Registration Document is to the best of the Managing Board’s knowledge, in accordance with the facts and contains no omission likely to affect its import. Furthermore, as described in the 1.2 and the chapter ‘Risks’, this Registration Document reflects the material risks and uncertainties that are relevant to the expectation of the Company’s continuity for the period of twelve months after the preparation of this Registration Document. Availability of Documentation The Articles of Association of Euronext, historical information and relevant documentation for investors and shareholders may be viewed on Euronext’s website in the Investor Relations section at www.Euronext.com/en/investors Stéphane Boujnah, Group CEO Anthony Attia, CEO Euronext Paris & Global Head of Listing Paulo da Silva, CEO Euronext Lisbon and CEO Interbolsa Vincent Van Dessel, CEO Euronext Brussels Maurice van Tilburg, CEO Euronext Amsterdam

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2017 REGISTRATION DOCUMENT

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